Starlight Glimmer Nearly Doesn't Get All The Mares

Trixie gave a satisfied yawn as she awoke from her slumber, smacking her lips and stretching as she sat up.

“So what did I miss, losers?” she asked, as she turned her gaze towards the foot of the bed. She made a disapproving face. “Are you guys cuddling?”

They were. Ellie and Starlight were snuggled up on either side of Maud, who had her forelegs across their backs.

“They’re soft. Unlike rocks.” Maud said in her monotone. “But they’re still nice.”

“Aww, I like you too, Maud.” Ellie smiled contentedly as she sank her face further into the coat of Maud’s chest. She would have purred like a cat if she weren’t, like, a really cool girl who doesn’t even watch animé or go to this school.

Trixie made a snooting noise. “I wish I could say I was surprised. Well. Figures that nothing would get done around here without Trixie!”

“Hey, we did things!” Starlight protested. “Well, Maud and Ellie mostly did things, I mostly helped and watched. Then Maud came in Ellie’s mouth. It was pretty hot.”

“That’s it?” Trixie exclaimed, disappointed.

“I said it was pretty hot!” Starlight’s eyes narrowed at Trixie. She got up to face her, leaving Maud free to wrap both forelegs around Ellie.

“Just one orgasm and now you’re just cuddling?” The blue unicorn ughed. “This is the lamest orgy I’ve ever been to. I’m going to leave before I get infected by any of your lameness.”

Trixie walked to the edge of the bed and hopped off, then managed to take a few steps before being levitated into the air by a sphere of energy. Despite flailing her legs against the sides of the sphere, not a sound escaped it as the sphere slowly moved her towards the cuddle pile.

“Starliiight,” Ellie whined. “Bodily autonomy!”

Starlight embarrassedly let the bubble pop, depositing Trixie back on the bed. Though from how casually she had started it, it was clear she was used to doing things like that.

Trixie gagged as she took a breath and regained her bearings. “Well, now that’s just being a sore loser! It’s not my fault you couldn’t put up more of a fight.”

“What?” Starlight was just confused.

“I even made the rookie move of falling asleep halfway! I thought I would have to really scramble in the second half to make up for it, but winning like this isn’t fun if I don’t even have to try!”

“Winning?” Starlight was incredulous. “Trixie! You can’t win at sex!”

“You can the way Sunburst and I do it!”

Starlight screamed as if in pain, covering her ears with her hooves.

“I didn’t need to hear that!”

“Oh, get over yourself, Starly! It’s not that complicated!” She held up a forehoof and pointed it towards Ellie. “One.” Then Maud. “One.” Then Starlight. “One.” Then herself. “Two. And last I checked, two is a larger number than one. There.”

Starlight groaned, as if this caused her more pain than the Sunburst thing.

“That is the stupidest and most selfish thing I’ve ever heard!”

“Hey, I don’t make the rules! I just win under them.” Trixie hmphed snootily.

“There are no rules! That’s the point!” Starlight groaned. “I swear, it’s like you enjoy frustrating me sometimes. It just makes me… makes me want to…”

“Increase my score some more?” The smug blue horse said very smugly.

Starlight buried her face in her hooves and screamed in frustration, her horn glowing hot for a moment then dissipating.

Maud got up to participate in the conversation, leaving Ellie sad and curled up on herself, missing the mare’s body heat. She turned over the edge of the bed to pick up Starlight’s discarded blazer from off the ground and covered herself with it. Maud sat down in front of Trixie, fixing her with her expressionless stare.

“What?” Trixie asked.

Maud did not say anything.

“What do you want?” Trixie demanded, annoyed.

Maud continued to stare.

“What do you think you’ll get done by doing that?”

Maud continued to stare.

“What, do you think that I’ll just keep talking just to fill the silence? Hmph. You won’t get Trixie that easily!”

Maud continued to stare.

“It’s not like Trixie needs to keep talking because she can’t stand being alone with her thoughts or anything!”

Maud continued to stare.

“It’s not like Trixie has something on her mind! Something she’s trying not to think about!”

Maud continued to stare.

“Do you think you’ll get Trixie to admit it? That she—” Trixie choked. “That maybe she doesn’t get invited to orgies? That m-maybe she doesn’t have much experience at all?”

Maud blinked.

“A-and maybe Trixie refers to herself in the third person because she wants to distance herself from herself sometimes? B-because what if she isn’t good at giving orgasms just like she wasn’t good enough to become a great magician or— or—” Trixie let out a sob. ”Even a good friend?“

“Aww, Trix!” Starlight moved herself closer to Trixie to pat her on the withers comfortingly. Her voice was now full of compassion. “You are a good friend! And you know, you don’t have to give orgasms. We all have sex differently, and you shouldn’t feel like you should do anything.”

“But I do want to! I just—” Trixie sniffled. “I really do want to! But I’m just afraid I won’t be good enough… You made me feel so good, Starlight! How c-could I possibly ever compete with that? I don’t even know if I can— ”

Trixie suddenly found her mouth being blocked by Maud’s hoof, who spoke to her gently.

“Trixie. Sex isn’t a competition. It’s an expression of love. Just make sure to always give your orgasms with lots of love.”

Trixie was silent for a moment.

“But I—” She teared up. “Of course I love you, you’re my best friends!” She burst into tears, wrapping both mares into a hug with her forelegs. “I’m sorry I’ve been acting this way!” She heaved a few sobs and sniffled as both mares held her comfortingly. She sighed anxiously.

“I just…” She looked at Starlight. “I want to try. But you’ll tell me if you’re not enjoying it? I want to learn to do it better.”

“Oh, don’t worry.” Starlight smiled wickedly, but in a reassuring way. “I am sure I’ll enjoy it.” She then laughed. “Honestly, just the idea of you thinking of anypony not named Trixie first might be enough to make me come all by itself!“

They laughed together in a way that would be appropriate for the end of an episode of a children’s cartoon, as one does after learning a friendship lesson. Then they stopped, looked into each other’s eyes for a few seconds, then began to kiss in a way that would be very, very inappropriate for a children’s cartoon. But you love to see it.

Starlight took the lead, using her magic to both push Trixie’s face into hers and massage her neck. She closed her eyes, delighting in Trixie’s whimpers. Two full breaths passed before Starlight broke the kiss and drew her chin back, drawing a suggestive smile. Trixie understood the invitation. Feeling vulnerable after losing her shield of fake confidence, it was a timid attempt, shallow in depth, but sweet in its own way.

Starlight smiled encouragingly. Trixie tried again, starting a slow and tender liplock, using her hooves instead of magic to brace against Starlight’s withers for leverage. Starlight took her cue and wrapped her forelegs around Trixie as well. They kissed passionately, moaning as they felt each other’s tongues.

Ellie was absolutely besides herself. Ever since she first saw how Trixie and Starlight interacted with each other, she would whisper “Now, kiss!” to herself whenever she saw their faces got too close to one another, or to be perfectly honest, whenever they were next to each other at all. And now, it was actually happening! It was as if the universe were contorting itself to follow her exact wishes. She was so excited that she was practically bouncing. Maud turned her head back to give her a slight, knowing smile before turning to also watch the two unicorns.

Trixie broke the kiss, drawing back to give Starlight a half-lidded gaze and a sultry smile before nudging Starlight’s chin up with her muzzle and softly kissing her neck. Starlight gasped happily in surprise. She squirmed a bit, smiling, then placed a hoof on the crown of Trixie’s head and gently started pushing her downward. Trixie obediently complied, lowering her head to plant kisses on the curve of Starlight’s belly. Then lower still, until she could press her muzzle between Starlight’s breasts. She moved her mouth a bit to the left, and began to suck.

Starlight closed her eyes and leaned back to lie down as Trixie’s sucks became long, open-air licks on one nipple while using the edge of her hoof to gently scrape against the other. She sighed contentedly. When she opened her eyes, Maud was looking down at her.

Starlight closed her eyes again as they kissed. Maud’s lips caught her moan as Trixie moved her face further down, planting her nose below her breasts. Trixie’s tongue was reaching down to stroke between her lips, and Starlight delighted in the texture of her nose rocking against her clit. Maud broke the kiss, pulled back to appreciate the blush spreading across Starlight’s cheeks, then kissed her again. Trixie tongue explored deeper, now lightly brushing against Starlight’s clit at the very end of every stroke.

Then Maud broke her kiss with Starlight again, and stood back up on the bed, face full of determination. Well, she had the same expressionless face as always, but she was moving with purpose. She turned herself around to face the foot of the bed, then laid down in such a way that her rear legs were spread out above Starlight’s head and her clit was in her face. Starlight used her magic to move Maud’s clit into her mouth and began sucking her greedily, closing her eyes to better enjoy the sensation. Maud hoofed at Trixie’s back to get her attention. The blue unicorn lifted her face from Starlight’s crotch to look at Maud, who was silently tugging her body towards her with her hoof. Trixie crawled her lower body around with her legs while keeping her head on Starlight’s thigh like a pillow. Maud took Trixie’s thigh and slid it underneath her own head. All three mares were on their sides now, faces rocking against genitals, the cutie marks on their flanks forming the points of an adorable triangle, an ouroboros of pleasure in pastel.

It was by far the most beautiful triangle Ellie had ever seen, and she had seen a lot of triangles in her life. But nothing anything close to this, especially since she was neither cool enough nor inclined to ever be invited to an orgy in her previous life. She had a nice top-down view, now sitting up on her knees, Starlight’s blazer still awkwardly draped around her shoulders. But she was convinced that the hotness of what she was witnessing would be enough by itself to warm her. She could not stop herself from beginning to touch and grope herself at the sight, but she could limit it to the small circular motions at the base of her clit that would occasionally send emissaries of pleasure up the chain of command but not be so stimulating that she would be tempted to close her eyes for even one second.

Of course, the sound by itself was also amazing. The nasal whine of Trixie’s gasps. The robotic steadiness of Maud’s moans. The tinge of exasperation somehow still present in Starlight’s shouts of pleasure. On top of that, the licking and sucking and schlicking… But the sight! The beautiful pink of Trixie’s tongue tracing around the beautiful pink of Starlight’s clit. The lavender of Maud’s eyeshadow expanding and contracting as she steadily blinked and just as steadily explored Trixie with her tongue and lips. The desperate way Starlight was sucking on Maud’s clit, more like using a pacifier than trying to stimulate. The blush and dampness building on all of their pretty little faces. Not to mention the occasional glances they were giving her, holding eye contact for a second or two before smiling or gasping or both and turning back to what they were doing. Acknowledging her. No, wait, more than that. Getting turned on by the fact that she was watching them. Which turned her on immensely. Which in turn turned them on even further. Which…

Oh no. This was too hot. The level of hotness that was dangerous. That would render her a madwoman, wandering the streets howling at the moon, unable to hold down a job due to how badly her brain was broken by the hotness she was seeing. She had to resist the urge to flop down on the bed and start masturbating furiously to completion. Very few things in life were more important than an orgasm, and one of them was being able to continue to witness this miracle.

Suspending herself just over the precipice of pleasure, Ellie kept watching, drinking in every moment of the sight and sound and scent, savoring every nanosecond as if it were the sweetest ambrosia. Trixie and Maud were stepping up their pace, while Starlight continued to lazily suck, seemingly preferring to enjoy rather than work. The pace, pitch, and volume of Starlight’s squeaks rose as she kept her lips firmly wrapped around Maud’s clit and began to stare into Ellie’s eyes. Those connections seemed to enhance her pleasure as she arrived, the last squeak transforming into a moan as her body arched and her eyes closed. She kept Maud’s clit in her mouth as the waves of her orgasm washed through her, only letting go with a very satisfying smack as the waves settled into a swell tide. Starlight took a deep breath through her mouth and sighed contentedly as she sank with her tide seemingly further into the bed.

Trixie was also breathing freely now as she removed her damp face from Starlight’s marehood and turned onto her back. She took a deep breath through her nose, enjoying the musk while emitting a characteristically high-pitched hum of pleasure. Maud was continuing to lick her steadily, now better able to move her face while bracing against the top of the bed with her legs. Trixie began to slowly thrust her hips upwards, pushing the nub of her clit into Maud’s face, who pursed her lips to better suck and kiss her. This lasted for a bit until Maud began to be more forceful with her tongue, starting to do full-body licks all around Trixie’s clit, steadily narrowing in scope.

“Lower! A bit lower…” Trixie gasped, as Maud complied. “There!” Trixie confirmed. “Please… don’t stop…”

Maud complied. Soon enough, Trixie’s mouth was open in a silent scream as she kept slowly rocking her hips into Maud’s mouth, hooves braced against the top of the bed. Maud continued to not stop, and Trixie gave another high-pitched squeal as she slid into an orgasm. When her jaw finally unclenched enough to form words, she said something that she had not after her first two orgasms that day, showing that she had finally learned that friendship lesson.

“Thank you~”

Both unicorns now out to sea, Maud got up and turned to face Ellie, flashing a rare smile of satisfaction on her damp muzzle. Ellie suddenly found herself very self-conscious, thinking that she must look like some kind of weird sex gremlin, all hunched over with a flushed face and wide eyes, groping herself and breathing heavily. She tried to regain her composure, straightening her back and re-draping Starlight’s blazer over herself a bit more neatly. She envied how mares always looked either graceful and dignified or unbearably silly and cute, and thus always sexy in a way. But maybe that is how she looked to them?

It was hard to tell with Maud, who began to speak to her. “I hope you didn’t feel excluded.”

“Oh, no, no!” Ellie insisted. “That was, like, the best thing I have ever seen in my life. I can’t even think of a close second! No. That was amazing.” Ellie smiled, touched by Maud’s thoughtfulness.

“Oh. Good.” Maud blinked. “It was nice that you were watching. That really turned me on.”

“Yeah, I noticed!” Ellie giggled nervously. “I didn’t even think what I was seeing could be hotter, but… Oof…” Ellie trailed off, stretching out her arm and looking off into the distance for a bit. “I think I need to cool down, but not all the way to cuddling quite yet…” Ellie paused to think. “Want to just lazily make out for a bit?“

Maud did not reply right away, staring at Ellie just long enough for it to feel awkward. Ellie even grimaced, right before Maud actually spoke.

“Lazy makeouts are cool.”